Quantum-Si Inc. Terminates Agreement, Incurs New Obligation

TL;DR

Quantum-Si just ditched a deal and took on a new financial commitment. Big changes ahead.

AI Summary

Quantum-Si Incorporated announced on September 23, 2025, the termination of a material definitive agreement and the creation of a direct financial obligation. The company, formerly HighCape Capital Acquisition Corp., is incorporated in Delaware and operates in the measuring and controlling devices sector.

Why It Matters

This filing indicates a significant shift in Quantum-Si's contractual and financial standing, potentially impacting its future operations and financial obligations.

Risk Assessment

Risk Level: medium — The termination of a material agreement and the creation of a new financial obligation suggest potential financial distress or strategic changes that could pose risks.

Key Players & Entities

• Quantum-Si Incorporated (company) — Registrant
• HighCape Capital Acquisition Corp. (company) — Former Company Name
• September 23, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share QSI The Nasdaq Stock Market L
• $11.50 — mon stock, each at an exercise price of $11.50 per share QSIAW The Nasdaq Stock Market
• $11,000,000.00 — ee"), an aggregate sum in the amount of $11,000,000.00 less a $272,618.16 credit for the month
• $272,618.16 — in the amount of $11,000,000.00 less a $272,618.16 credit for the monthly recurring charge
• $573,214.50 — of a security deposit in the amount of $573,214.50. The foregoing description of the Mut

Filing Documents

• qsi-20250923.htm (8-K) — 32KB
• mutualreleaseagreement.htm (EX-10.1) — 19KB
• mutualreleaseagreement001.jpg (GRAPHIC) — 218KB
• mutualreleaseagreement002.jpg (GRAPHIC) — 237KB
• mutualreleaseagreement003.jpg (GRAPHIC) — 331KB
• mutualreleaseagreement004.jpg (GRAPHIC) — 262KB
• mutualreleaseagreement005.jpg (GRAPHIC) — 227KB
• mutualreleaseagreement006.jpg (GRAPHIC) — 50KB
• 0001816431-25-000060.txt ( ) — 2042KB
• qsi-20250923.xsd (EX-101.SCH) — 3KB
• qsi-20250923_def.xml (EX-101.DEF) — 15KB
• qsi-20250923_lab.xml (EX-101.LAB) — 28KB
• qsi-20250923_pre.xml (EX-101.PRE) — 16KB
• qsi-20250923_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 23, 2025, Quantum-Si Incorporated (the "Company") and Winchester Office LLC ("Winchester") entered into a Settlement and Mutual Release Agreement (the "Mutual Release Agreement") in connection with a lease dated December 28, 2021, by and between the Company, as tenant, and Winchester, as landlord (the "Lease Agreement"), for certain premises in the building located at 115 Munson Street, New Haven, CT, 06511 (the "Premises"). The Lease Agreement was originally expected to expire on July 31, 2032. Pursuant to the Mutual Release Agreement, the Company and Winchester agreed to terminate the Lease Agreement, effective as of September 23, 2025 (the "Early Termination Date"), subject to the terms and conditions therein. The Mutual Release Agreement provides that the Company will surrender the Premises on or prior to the Early Termination Date and will have no further rent obligations after the Early Termination Date. As consideration for Winchester's agreement to terminate the Lease Agreement as of the Early Termination Date and settle all disputes between the Parties, the Company agreed to pay as an additional fee (the "Termination Fee"), an aggregate sum in the amount of $11,000,000.00 less a $272,618.16 credit for the monthly recurring charges incurred under the Lease Agreement for September 1, 2025 and the surrender of a security deposit in the amount of $573,214.50. The foregoing description of the Mutual Release Agreement is not complete and is qualified in its entirety by reference to the full text of the Mutual Release Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Mutual Release Agreement is incorporated by reference into Item 1.02. Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Mutual Release Agreement is incorporated by reference into Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Mutual Release Agreement , dated September 23, 2025 , by and between Quantum-Si Incorporated and Winchester Office, LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K because they are both (i) not material and (ii) contain the type of information that the Company customarily and actually treats as private or confidential.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. QUANTUM-SI INCORPORATED By: /s/ Jeffry Keyes Name: Jeffry Keyes Title: Chief Financial Officer Date: September 26, 2025

View Full Filing

View this 8-K filing on SEC EDGAR